UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[ X ] QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

      For the quarterly period ended March 31, 2001

                                       OR

[   ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
      ACT OF 1934

Commission file number 333-33194


                                STYLECLICK, INC.
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     13-4106745
----------------------------------------     -----------------------------------
 (State or other jurisdiction of            (IRS Employer Identification Number)
  incorporation or organization)

5105 W. Goldleaf Circle, Los Angeles, CA                    90056
----------------------------------------     -----------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 (323) 403-1000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  periods that the Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No
                                      ---  ---

The number of outstanding shares of the registrant's  common stock as of May 14,
2001, was:

                  Class A common stock                8,980,124*
                  Class B common stock               23,039,706
                                                     ----------
                                                     32,019,830
                                                     ==========

*Includes 1,000,000 shares of restricted stock subject to vesting.

Only Class A common stock is publicly traded.

<PAGE>

                          PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
                                Styleclick, Inc.
                            Condensed Balance Sheets
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                                   March 31,      December 31,
                                                     2001             2000
                                                --------------   --------------
                                                  (Unaudited)
<S>                                             <C>              <C>
Assets
Current assets:
   Cash and cash equivalents                    $      10,931    $      16,201
   Accounts receivable, net of allowance
      of $807 and $700, respectively                      523              891
   Inventories, net                                     2,227            7,057
   Deferred advertising and promotion                   3,000            3,657
   Prepaid expenses and other current assets              559              627
   Due from related parties                               200                -
                                                --------------   --------------
Total current assets                                   17,440           28,433
Property and equipment, net of accumulated
   depreciation of $13,914 and $13,238,
   respectively                                        12,053           13,497
Goodwill, net                                             903            1,000
Deferred advertising and promotion, non-current         7,000            8,315
Other assets                                               75               75
                                                --------------   --------------
   Total assets                                 $      37,471    $      51,320
                                                ==============   ==============
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                             $       1,686    $       2,754
   Accrued liabilities                                  1,680            2,291
   Deferred income                                        218              177
   Due to related parties                               6,746            4,171
                                                --------------   --------------
Total current liabilities                              10,330            9,393

Stockholders' equity:
   Preferred stock--$0.01 par value;
      25,000,000 shares authorized,
      none issued and outstanding                           -                -
   Class A common stock--$0.01 par value,
      150,000,000 shares authorized,
      8,980,124 and 7,975,053 issued
      and outstanding, respectively                        90               80
   Class B common stock--$0.01 par value,
      112,500,000 shares authorized,
      23,039,706 issued and outstanding                   230              230
   Deferred employee compensation                      (1,085)               -
   Additional paid in capital                         336,680          335,582
Accumulated deficit                                  (308,774)        (293,965)
                                                --------------   --------------
Total stockholders' equity                             27,141           41,927
                                                --------------   --------------
Total liabilities and stockholders' equity      $      37,471    $      51,320
                                                ==============   ==============
</TABLE>

                 See accompanying notes to financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                               Styleclick, Inc.
                       Condensed Statements of Operations
                                   (Unaudited)

                                                 Three Months Ended March 31,
                                                     2001            2000
                                                --------------   --------------
                                               (in thousands, except share data)
<S>                                             <C>              <C>
Net revenues
 Product sales                                  $       3,211    $       6,617
 Service revenues                                         808                -
                                                --------------   --------------
                                                        4,019            6,617
Cost of sales
 Product sales                                          6,435            6,414
 Service revenues                                          90                -
                                                --------------   --------------
                                                        6,525            6,414

Gross profit (loss)                                    (2,506)             203

Operating costs and expenses:
Selling and marketing                                     710            1,751
Product development costs                               1,200              908
General and administrative                              6,020            3,911
Write-off of capitalized software costs                   878                -
Write-off of deferred advertising and promotion         1,972                -
Depreciation and amortization                           1,637            1,499
Amortization of goodwill                                   97                -
                                                --------------   --------------
     Total  operating costs and expenses               12,514            8,069
                                                --------------   --------------
Operating loss                                       (15,020)           (7,866)
Other income, net                                        211                 -
                                                --------------   --------------
Net loss                                        $    (14,809)    $      (7,866)
                                                ==============   ==============
Basic and diluted loss per share                $      (0.48)    $       (0.38)
                                                ==============   ==============
Basic and diluted weighted average
   common shares outstanding                      31,029,251        20,460,110
                                                ==============   ==============

</TABLE>



                 See accompanying notes to financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                Styleclick, Inc.
                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                    Quarters Ended March 31,
                                                     2001              2000
                                                --------------   --------------
                                                         (in thousands)

<S>                                             <C>              <C>
Cash flow from operating activities
Net loss                                        $     (14,809)   $      (7,866)
Adjustments to reconcile net loss to
   net cash used in operating activities:
     Depreciation and amortization                      1,637            1,499
     Amortization of goodwill                              97                -
     Write-off of capitalized software costs              878                -
     Write-off of deferred advertising
        and promotion                                   1,972                -
     Changes in operating assets and
        liabilities:
       Accounts receivable                                368              482
       Inventories                                      4,830              202
       Prepaid expenses and other
         current assets                                    78                -
       Accounts payable                                (1,068)            (674)
       Accrued liabilities                               (611)          (2,517)
       Deferred income                                     41                -
       Due to related parties                           2,375                -
       Other, net                                           -              408
                                                --------------   --------------
Net cash used in operating activities                  (4,212)          (8,466)

Cash flow from investing activities
Acquisition of MVP.com's assets                          (318)               -
Capital expenditures                                     (753)            (255)
                                                --------------   --------------
Net cash used in investing activities                  (1,071)            (255)

Cash flow from financing activities
Capital contributed by USANi  LLC                           -            8,721
Proceeds from issuance of common stock                     13                -
                                                --------------   --------------
Net cash provided by financing activities                  13            8,721
                                                --------------   --------------
Net decrease in cash and cash equivalents              (5,270)               -
Cash and cash equivalents
   at beginning of period                              16,201                9
                                                ==============   ==============
Cash and cash equivalents at end of period      $      10,931    $           9
                                                ==============   ==============

</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>




                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

1. Basis of Presentation

     The accompanying  unaudited condensed  financial  statements of Styleclick,
Inc.  ("Styleclick")  have been prepared in accordance  with generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been included. These adjustments consisted of normal recurring accruals with the
exception of a $2.0 million  inventory  expense  recorded based on  Styleclick's
inventory  disposition  plan developed  recently by its new  management,  a $0.9
million  write-off of capitalized  software  development  costs  associated with
Styleclick's FirstJewelry.com Internet shopping website which was closed down in
March 2001 and a $2.0 million  write-off of deferred  advertising  and promotion
after the evaluation of recoverability of such asset.  Operating results for the
first three months of 2001 are not  necessarily  indicative  of the results that
may be expected for the year ended December 31, 2001.

     The  balance  sheet at  December  31,  2000 was  derived  from the  audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

     For further  information,  refer to the financial  statements and footnotes
thereto  included in Styleclick's  annual report on Form 10-K for the year ended
December 31, 2000.

2. New Organization

     In March 2001, Styleclick announced certain changes including a new company
organization designed to advance its offering of scalable commerce services. The
announcement  included  Styleclick's purchase of certain assets formerly held by
MVP.com, Inc.  ("MVP.com"),  a former provider of e-commerce services located at
Chicago,  Illinois,  including the hardware and proprietary  software comprising
its technology  platform,  as part of a liquidation  of assets  formerly held by
MVP.com.  Additionally,  Styleclick  hired Ian Drury,  former  Chief  Technology
Officer of MVP.com and Brent Hill, former Vice President,  Business Development,
of MVP.com, the technologists  responsible for creating the proprietary software
purchased by Styleclick,  as well as certain other former  employees of MVP.com.
Messrs.  Drury and Hill have joined  Styleclick's senior staff as Executive Vice
Presidents.  In connection with such hirings Styleclick issued to Messrs.  Drury
and Hill and certain other former employees of MVP.com an aggregate of 1,000,000
shares of Class A common  stock  subject to  certain  restrictions  including  a
vesting  schedule,  and options to purchase an aggregate of 1,430,500  shares of
Class A common  stock.  The issuance of the  1,000,000  shares of Class A common
stock  was  valued  as  $1.1  million  and  recorded  under  deferred   employee
compensation against Styleclick's equity as of March 31, 2001.

     Also in March 2001,  Styleclick  announced  that its Board of Directors had
elected Lisa Brown to the office of Chief  Executive  Officer of Styleclick  and
Robert  Halper  to the  office  of  President  and Chief  Operating  Officer  of
Styleclick.  Ms. Brown also serves as Chief  Executive  Officer and President of
USA Electronic  Commerce  Solutions LLC ("ECS"),  a  wholly-owned  subsidiary of
Styleclick's  majority  shareholder,  USA  Networks,  Inc.,  and Mr.  Halper  as
Executive Vice President, Operations and Finance, of ECS.


                                       4
<PAGE>


                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

2. New Organization (Continued)

     Finally,  in  conjunction  with the new  company  organization,  Styleclick
received a revolving  line of credit for $15 million from USAi.  The term of the
credit line is 18 months and carries an interest rate of USAi's average  blended
cost of  borrowing.  The credit line can be drawn against only with the approval
of Styleclick's  Board of Directors.  As of March 31, 2001, no borrowing against
this line of credit had been made.

3. Subsequent Events

     On May 14, 2001,  Styleclick  announced  several  changes to its operations
including  the  consolidation  of  operations  at  Chicago,  the  closing of the
FirstAuction.com website, and the signing of a services agreement with ECS.

     In March 2001,  Styleclick  acquired the technology platform formerly owned
by  MVP.com,  and has since been  operating  in Los Angeles  and  Chicago,  with
distinct  technology  platforms  in  each  location.  The  consolidation  of all
operations at Styleclick Chicago will take place over the three months following
the May 2001  announcement,  and  operations at  Styleclick  Los Angeles will be
phased out.

     Closing  FirstAuction.com  is in  line  with  Styleclick's  stated  plan to
gradually  phase-out its  business-to-consumer  business model in order to focus
resources on  Styleclick's  core business model:  enabling  e-commerce for third
parties. FirstAuction.com is scheduled to shut down in the middle of May.

     Styleclick has entered into a services  agreement with ECS. Pursuant to the
services agreement, ECS will provide certain merchandising,  business operations
and  financial   services  to  Styleclick   at  cost.   Styleclick   will  begin
transitioning these functions to ECS immediately following the announcement, and
anticipates  that all covered  functions will be transitioned to ECS by July 15,
2001.  Also  pursuant  to the  services  agreement,  ECS has  agreed  to use its
reasonable  efforts,  as determined  by ECS, to engage  Styleclick to provide to
ECS's non-affiliated  customers  technological  services of the type provided by
Styleclick  to third parties to the extent that  Styleclick  has the capacity to
provide such  services  itself in a timely  manner.  Compensation  to be paid to
Styleclick  in respect of such  services  shall be  negotiated by the parties in
good faith  prior to  Styleclick's  engagement.  However,  Styleclick  cannot be
certain that ECS will use Styleclick's services in any particular instance or at
all.

                                       5

<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

     The following  discussion  should be read in conjunction with the financial
statements  and the notes thereto  appearing  elsewhere in this Form 10-Q.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Our actual results may differ  materially from those anticipated
in these forward-looking  statements as a result of certain factors,  including,
but not limited to, those set forth below and elsewhere in this Form 10-Q.

General

     Styleclick,   Inc.  is  a  provider  of  electronic  commerce  (e-commerce)
technologies and services  enabling its customers to sell their products online.
Styleclick's offerings include website design,  development and hosting, product
imaging, online sales and merchandising  technologies,  inventory management and
integrated back-end fulfillment and customer care.

     Styleclick's  evolving  business  model  makes  the  prediction  of  future
operating results difficult,  and Styleclick expects to incur net losses for the
foreseeable  future. As part of its evolving strategy,  Styleclick may decide to
reduce the development and marketing cost associated  with,  shift the focus of,
or substantially reduce its interest in some or all of its operations, which may
cause a decrease in Styleclick's  anticipated revenue or net income.  Styleclick
intends  to  continue  to  explore   ways  to  reduce   expenses   and  increase
efficiencies.

     In connection with its increased focus on its e-commerce  service  provider
business,   Styleclick  has  significantly  reduced  its  direct  online  retail
business.  Accordingly,  Styleclick  has  ceased  purchasing  inventory  for its
FirstAuction.com  and  FirstJewelry.com  websites  during  the first  quarter of
2001and is in the process of selling its  inventory  on hand.  Additionally,  in
March 2001, Styleclick combined its retail website,  FirstJewelry.com,  with its
business-to-consumer auction website,  FirstAuction.com,  by making its existing
FirstJewelry.com  inventory available through  FirstAuction.com  and redirecting
FirstJewelry.com's  url to the  FirstAuction.com  site.  Finally,  in May  2001,
Styleclick announced the closing of the  FirstAuction.com  website in the middle
of May 2001.

Results of Operations

Comparison of Three Months Ended March 31, 2001 and 2000

Revenue and Gross Margin

     For the three months ended March 31, 2001,  net revenues  decreased by $2.6
million, or 39%, compared to the three months ended March 31, 2000.  Merchandise
sales decreased $3.4 million  primarily due to lower  marketing  expenditures in
the  2001  period  as  a  result  of  Styleclick's   transitioning  out  of  the
business-to-consumer  market. The decrease was offset by a $0.8 million increase
in service revenues  generated from  Styleclick's  e-commerce  related services.
Gross margin  decreased by $2.7 million,  from a $0.2 million profit in the 2000
period  to a $2.5  million  loss in the  2001  period,  primarily  due to a $2.0
million  inventory  expense  recorded in the 2001 period  based on  Styleclick's
inventory  disposition  plan developed  recently by its new management to reduce
the value of the inventory to be sold through alternative  distribution channels
as a result of Styleclick's  decision of  de-emphasizing  its Internet  shopping
websites in the foreseeable future.

                                       6

<PAGE>


Operating Costs and Expenses

     For the three  months  ended  March 31,  2001,  total  operating  costs and
expenses  of $12.5  million  increased  by $4.4  million or 55%  compared to the
corresponding  period in 2000.  General and  administrative  expenses  were $2.1
million above those for the 2000 period due to a total of $0.5 million severance
payments  incurred and an increased  headcount in the 2001 period as compared to
the 2000 period.  The increase also  resulted  from a $0.9 million  write-off of
capitalized    software   development   costs   associated   with   Styleclick's
FirstJewelry.com  Internet  shopping website which was closed down in March 2001
and a $2.0 million  write-off of deferred  advertising  and promotion  after the
evaluation  of  recoverability  of such asset in the 2001 period.  The increases
were  offset by a decrease  in selling  and  marketing  expense of $1.0  million
reflecting  reduced  spending on advertising  spending on Styleclick's  Internet
shopping websites.

     In March 2001,  Styleclick  announced  the  acquisition  of certain  assets
formerly  held by  MVP.com,  Inc.  As a result of this  transaction,  Styleclick
anticipates  that  during the second  quarter  2001  total  operating  costs and
expenses  will increase over the three months ended March 31, 2001. In May 2001,
Styleclick  announced that it would be consolidating  its operations in Chicago.
As a result,  Styleclick  anticipates that there will be additional expenses due
to  employee  termination  expenses  and  other  expenses  associated  with this
consolidation in the second quarter 2001.  However,  during the third and fourth
quarters  of 2001,  Styleclick  anticipates  that  there  will be a  significant
reduction in operating  costs and expenses when compared to the first and second
quarters of 2001.

     In  May  2001,  Styleclick  entered  into a  services  agreement  with  USA
Electronic  Commerce  Solutions  LLC  ("ECS"),  a  wholly-owned   subsidiary  of
Styleclick's majority shareholder,  USA Networks,  Inc. Pursuant to the services
agreement,  ECS will provide  certain  merchandising,  business  operations  and
financial  services to Styleclick.  Styleclick  will begin  transitioning  these
functions to ECS immediately  following the  announcement,  and anticipates that
all covered  functions will be  transitioned  to ECS by July 15, 2001.  Once the
transitions are completed,  Styleclick  anticipates that the services  agreement
will significantly reduce Styleclick's operating expenses.

     For the three months ended March,  2001, net loss increased by $6.9 million
compared to the three months ended March 31, 2000 due to decreased  gross margin
and increased operating expenses.

     Styleclick  recorded no provision  for income taxes during the three months
ended March 31, 2001 and 2000 due to net operating losses in both periods.

Liquidity and Capital Resources

     Net cash used in operating  activities  was $4.2  million,  which  resulted
primarily from the $14.8 million  operating  loss and the $1.7 million  payments
made by Styleclick on its accounts payable and accrued  liabilities in the first
quarter of 2001. Such operating loss and cash payments were offset by a decrease
in accounts receivable ($0.4 million), a decrease in inventories ($4.8 million),
an increase in related party payable ($2.4 million) and three  non-cash  expense
items:   depreciation  and  amortization   ($1.6  million),   the  write-off  of
capitalized  software  costs  ($0.9  million)  and the  write-off  of  preferred
advertising and promotion ($2.0 million).  Additionally, cash used in connection
with investing activities for capital expenditures was $1.1 million in the first
quarter of 2001.

     In March  2001,  Styleclick  received  a  revolving  line of credit for $15
million  from  USAi.  The term of the credit  line is 18 months  and  carries an
interest rate of USAi's average  blended cost of borrowing.  The credit line can
be drawn against only with the approval of Styleclick's  Board of Directors.  As
of March 31, 2001,  no borrowing  against this line of credit had been made.

                                       7

<PAGE>

     In May  2001,  Styleclick  entered  into a  services  agreement  with  ECS.
Pursuant to the  services  agreement,  ECS will provide  certain  merchandising,
business  operations  and financial  services to Styleclick at cost.  Styleclick
anticipates  that all covered  functions will be transitioned to ECS by July 15,
2001.  Styleclick  expects that the agreement will reduce its operating expenses
on a going-forward basis.

     Styleclick  has   experienced   significant   operating   losses  and  used
significant  cash in operations in the past two years.  In addition,  as part of
Styleclick's  purchase of the  technology  platform of MVP.com and the hiring of
certain  former  employees  of MVP.com,  Styleclick  is  committed  to expending
certain resources.  These include,  but are not limited to, salaries,  operating
expenses,  technology  development  costs and  capital  expenditures.  While the
specific  amount of this commitment is not fully known at this time, the Company
believes that cash on hand plus the credit line should be sufficient to fund its
operating activities through at least the first quarter of 2002. Styleclick does
not currently  anticipate  that it will be profitable or generate  positive cash
flow  during  2001.  Consequently,  Styleclick  intends  to focus on  generating
revenues without the necessity of purchasing  inventory,  reducing  expenses and
other actions to achieve a positive  cash flow as quickly as possible.  However,
if Styleclick's does not achieve these goals it may require  additional  capital
at an earlier date. USAi is under no obligation to provide  additional  capital,
and Styleclick cannot ensure that it will be able to obtain  additional  capital
on favorable terms or at all.

Forward-Looking Information

     Certain  statements  in this  Section  and  elsewhere  in this  report  are
forward-looking  in nature  and  relate to trends  and  events  that may  affect
Styleclick's  future financial position and operating  results.  Such statements
are made  pursuant  to the safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995.  The terms  "believe,"  "expect,"  "anticipate,"
"intend,"  and  "project"  and  similar  words or  expressions  are  intended to
identify forward-looking statements.  These statements speak only as of the date
of this report. The statements are based on current expectations, are inherently
uncertain,  are subject to risks,  and should be reviewed with  caution.  Actual
results and experience may differ materially from the forward-looking statements
as a result of many factors,  including:  Styleclick's lack of profitability and
anticipation of continued losses;  Styleclick's  evolving business model,  which
makes  the  prediction  of  future  operating  results  difficult;  Styleclick's
reliance on ECS;  performance  problems with Styleclick's Los Angeles technology
platform;  uncertainty  surrounding  the  performance of the Chicago  technology
platform, due to its recent acquisition by Styleclick;  control of Styleclick by
USA  Networks,  Inc.;  the  potential  for  conflicts  of  interest  between the
Styleclick and USA Networks,  Inc. and its affiliates,  including USA Electronic
Commerce Solutions, LLC; possible future sales of Styleclick's securities by USA
Networks,  Inc.; risks associated with the shutdown of the Los Angeles facility;
Styleclick's  future capital needs and the uncertainty of additional  financing;
the unpredictability and potential fluctuations in future revenues and operating
results;  the fact that  Styleclick  competes in new and emerging  markets;  and
Styleclick's  dependence on the continued growth of online  commerce.  It is not
possible to foresee or identify all such factors. Styleclick makes no commitment
to update any  forward-looking  statement or to disclose any facts,  events,  or
circumstances  after  the  date  hereof  that may  affect  the  accuracy  of any
forward-looking statement.

                                       8

<PAGE>


Item 3.    Quantitative and Qualitative Disclosure of Market Risk

           None.

                                       9

<PAGE>
                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time Styleclick may be subject to legal proceedings and claims
in the ordinary course of its business, including claims of alleged infringement
of the trademarks  and other  intellectual  property  rights of third parties by
Styleclick.  In addition,  litigation  may be necessary in the future to enforce
Styleclick's  intellectual  property rights,  to protect its trade secrets or to
determine  the  validity  and scope of the  proprietary  rights of others.  This
litigation,  regardless of outcome or merit,  could result in substantial  costs
and  diversion  of  management  and  technical  resources,  any of  which  could
materially harm Styleclick's business.

     Loevner

     On February 8, 1999, ISN filed a Demand for Arbitration  with the office of
the American  Arbitration  Association in Orlando,  Florida.  ISN commenced this
arbitration  to settle  disputes  arising out of claims by ISN's  former CEO and
president, Kirk Loevner, following the termination of his employment on or about
August 10, 1998. Mr. Loevner claims  entitlement to options on 250,000 shares of
stock of Internet Shopping Network, Inc.

     Mr. Loevner  responded by initiating an action against the Company in Santa
Clara  County  Superior  Court on March 5,  1999,  titled  Loevner  v.  Internet
Shopping  Network LLC, Case No. CV 780394.  Mr.  Loevner's  complaint  sought an
unspecified  amount of  compensatory  damages,  penalties  under the Labor Code,
punitive  damages,  and  attorney's  fees  and  costs.  On April  5,  1999,  ISN
petitioned the Court to compel  arbitration and stay the litigation  pursuant to
Mr. Loevner's employment agreement.  The Santa Clara Superior Court denied ISN's
petition on  September  14, 1999.  ISN  appealed,  and on November 9, 2000,  the
California  Court of  Appeal  overruled  the  Superior  Court's  denial of ISN's
petition to compel arbitration.

     On  December  19,  2000,  Mr.  Loevner  filed a petition  for review in the
California  Supreme Court.  The  California  Supreme Court granted  review,  but
deferred  further action pending the United States Supreme Court's decision on a
related issue  involving  the Federal  Arbitration  Act. On March 21, 2001,  the
United  States  Supreme  Court  announced  its  decision  applying  the  Federal
Arbitration Act to contracts of employment.  Based on this decision,  Styleclick
expects that Mr.  Loevner's  action should be stayed pending the  arbitration of
his claims  before  the  American  Arbitration  Association  in Tampa,  Florida.
Although it is  impossible  to opine as to the ultimate  outcome of this matter,
Styleclick  believes that Mr. Loevner's claims are without merit, and it intends
vigorously to defend against Mr. Loevner's allegations in this matter.

Item 2. Changes in Securities and Use of Proceeds

           None.

Item 3. Defaults Upon Senior Securities

           None.

Item 4. Submission of Matters to a Vote of Security Holders

           None.
                                       10

<PAGE>

Item 5. Other Information

     During  the first  quarter of 2001,  Maurizio  Vecchione,  Chief  Executive
Officer, and Edward Zinser, Chief Operating Officer, resigned.

     On May 14, 2001,  Styleclick  announced  several  changes to its operations
including  the  consolidation  of  operations  at  Chicago,  the  closing of the
FirstAuction.com  website,  and the signing of a services  agreement with ECS. A
copy of Styleclick's press release,  dated May 14, 2001 announcing,  among other
things,  the  consolidation  of  operations  at  Chicago,  the  closing  of  the
FirstAuction.com  website,  and the signing of a services agreement with ECS, is
attached as Exhibit 99.1 and incorporated herein by reference.


Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits

          10.1 *Asset  Purchase  Agreement,  dated as of March 21, 2001,  by and
               among Styleclick,  Inc.,  Lakeview  Ventures,  L.L.C., a Delaware
               limited liability company, Ian Drury and Brent Hill.

          10.2 *Letter  Agreement,  dated as of March 21,  2001,  by and between
               Styleclick, Inc. and Maurizio Vecchione.

          10.3 *Letter  Agreement,  dated as of March 21,  2001,  by and between
               Styleclick, Inc. and Edward Zinser.

          10.4 *Employment Agreement, dated as of March 22, 2001, by and between
               Styleclick, Inc. and Ian Drury.

          10.5 *Employment Agreement, dated as of March 22, 2001, by and between
               Styleclick, Inc. and Brent Hill.

          10.6 *Services  Agreement,  dated as of May 14,  2001,  by and between
               Styleclick, Inc. and USA Electronic Commerce Services LLC.

          99.1 *Press Release.

     (b) Reports on Form 8-K

          On February 1, 2001,  Styleclick filed a report on Form 8-K. The items
          reported  were  Item 7(c) -  "Exhibits"  and Item 9 -  "Regulation  FD
          Disclosure."

          On March 22,  2001,  Styleclick  filed a report on Form 8-K. The items
          reported were Item 5 - "Other Events" and Item 7(c) - "Exhibits."

     * Filed herewith

                                       11

<PAGE>
                                    SIGNATURE

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                          Styleclick, Inc.


Date: May 14, 2001                        By: /s/  LISA BROWN
                                              ---------------------------
                                              Lisa Brown
                                              Chairman of the Board and
                                              Chief Executive Officer

                                              /s/  BARRY HALL
                                              ---------------------------
                                              Barry Hall
                                              Executive Vice President, Finance
                                              and Chief Financial Officer

                                       12

<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number                             Description

 10.1          *Asset Purchase Agreement, dated as of March 21, 2001, by and
               among Styleclick, Inc., Lakeview Ventures, L.L.C., a Delaware
               limited liability company, Ian Drury and Brent Hill.

 10.2          *Letter Agreement, dated as of March 21, 2001, by and between
               Styleclick, Inc. and Maurizio Vecchione.

 10.3          *Letter Agreement, dated as of March 21, 2001, by and between
               Styleclick, Inc. and Edward Zinser.

 10.4          *Employment Agreement, dated as of March 22, 2001, by and between
               Styleclick, Inc. and Ian Drury.

 10.5          *Employment Agreement, dated as of March 22, 2001, by and between
               Styleclick, Inc. and Brent Hill.

 10.6          *Services Agreement, dated as of May 14, 2001, by and between
               Styleclick, Inc. and USA Electronic Commerce Services LLC.

 99.1          *Press Release.





  * Filed herewith